Origins of the Dispute

The dispute between Lisa, S.A. and the controlling shareholders of the Avícola Villalobos Group, the largest poultry conglomerate in Central America, originates from a long-standing ownership structure that was later undermined through concealed financial practices and abuses of corporate control.

Lisa holds a 25% direct shareholding in the Avícola Villalobos Group and a 33.33% interest in Villamorey, S.A., a Panamanian company that itself owns 25% of the Group. Despite these significant rights, the controlling shareholders diverted profits, withheld dividends, and excluded Lisa from essential financial information.

In the late 1990s, amid negotiations led by the controlling shareholders through their parent company, Corporación Multi-Inversiones (CMI), Lisa representatives gained access to internal discussions and documents revealing serious misconduct: off-the-books accounting, unreported revenues, and profit distributions that bypassed Lisa.

The secretly recorded Toronto meeting confirmed that senior executives openly described a parallel accounting system, extensive unreported cash revenues, and the use of offshore structures—such as Leamington Reinsurance Company Ltd.—to channel hidden profits to other shareholders while excluding Lisa.

Confronted with clear evidence that large portions of the Group’s income had been concealed and that Lisa had been denied its rightful share of distributions, Lisa initiated legal action in 1999.

Lisa filed suit in the Supreme Court of Bermuda against Leamington Reinsurance Company Ltd. and Avícola Villalobos, alleging that undisclosed revenues were moved offshore and distributed to other shareholders in breach of Lisa’s rights. Trial was held in 2008.

On September 5, 2008, the Bermuda court issued a detailed judgment confirming core elements of Lisa’s case, including:

• The Avícola Villalobos Group operated with significant off-the-books cash revenues
• False or non-commercial reinsurance premiums were paid to Leamington as a vehicle for undisclosed distributions
• Lisa was systematically excluded from its share of those distributions
• Executives withheld financial information and engaged in practices designed to conceal revenues and disadvantage Lisa

The defendants did not appeal, leaving the judgment as the definitive judicial record of the concealed revenues, improper distributions, and exclusion of Lisa from the economic benefits of its ownership stake.

After the Bermuda judgment, Lisa sought a negotiated resolution and requested complete financial disclosures. The controlling shareholders refused to provide full information and made valuation proposals inconsistent with the court’s findings.

When negotiations failed, they escalated their response: convening shareholder meetings to exclude Lisa without compensation, initiating damages lawsuits in Guatemala recycling allegations already rejected in Bermuda, and continuing to withhold all dividends owed to Lisa.

These actions were not attempts to resolve a dispute—they formed part of a coordinated strategy to eliminate Lisa’s rights and obstruct its economic interests.

The Bermuda judgment confirmed the existence of concealed revenues, improper distributions, and Lisa’s unlawful exclusion from the financial benefits of the Avícola Villalobos Group.

Instead of complying, the controlling shareholders intensified their obstruction by launching retaliatory litigation in multiple jurisdictions, refusing to restore shareholder rights, and continuing to block the payment of dividends.

These events established the foundation for the ongoing litigation in Guatemala and Panama. Lisa’s successor, BDT Investments Inc., continues to pursue recovery of unpaid dividends, enforcement of shareholder rights, and redress for decades of financial harm.